Title Insurance; Surveys. Agent shall have received an ALTA lender's paid policy of title insurance issued by the Title Company, in form and substance 37 satisfactory to Agent, with such endorsements and affirmative coverage as Agent may reasonably request, with such ALTA direct facultative reinsurance agreements (with direct access provisions) as Agent may reasonably request, (i) insuring the Secured Parties for their ratable benefit in an amount not less than $160,000,000 for each of the Newark Project and the Xxxxxx Project, that good and marketable leasehold title to the Xxxxxx Project and the Newark Project is vested in NRG Xxxxxx and NRG Newark, respectively, pursuant to the Xxxxxx Ground Lease and the Newark Ground Lease, respectively, and good and marketable easements in that portion of the Xxxxxx Property and the Newark Property consisting of easements is vested in NRG Xxxxxx and NRG Newark, respectively, and that the Xxxxxx Mortgage and the Newark Mortgage constitute a valid and enforceable first mortgage lien on the Xxxxxx Project and the Newark Project, respectively, subject only to Permitted Liens and (ii) providing full coverage against all mechanics' and materialmen's liens (including any relating to environmental remediation) as well as coverage against survey exceptions (except as specifically approved by Agent). Agent shall also have received currently dated ALTA/ASCM Class A certified surveys of the Xxxxxx Project and all easements affecting the Xxxxxx Project by a licensed surveyor in the State of New Jersey satisfactory to Agent and the Title Company, certified to the Secured Parties and the Title Company, showing outlines of the Xxxxxx Project, location of all improvements, set back lines, encroachments (if any), rights of way, and showing no state of facts unsatisfactory to any of them and showing such details as Agent may reasonably require. The legal descriptions on the surveys shall coincide exactly with that on the title insurance policies to be furnished to Agent.
Title Insurance; Surveys. (i) The Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (ii) below (the “Title Insurance Company”) shall have received, (A) ATLA/ACSM Land Title Survey dated September 9, 2004, last revised October 5, 2004, Network Project #20040764/1, prepared by Xxxxxxxxx Surveyors, 0000 Xxxxxxx 00, Xxxxxxxx, FL. and (B) ATLA/ACSM Land Title Survey dated September 4, last revised October 5, 2004, Project # 04-170, prepared by Xxxxxxx-Xxx & Associates, 00000 Xxxxxxx 00 Xxxx, Xxxxxxxxx Xxxxxx, XX.
Title Insurance; Surveys. The Administrative Agent shall have received and be satisfied with:
Title Insurance; Surveys. Purchaser may obtain, at its sole option and expense, and Sellers shall grant Purchaser and its financing sources for the Financing access to obtain (a) commitments for owner’s and/or lender’s title insurance policies (ALTA Form 2006) on the Real Property other than the Artisans Property (collectively, the “Title Commitments”), and (b) an ALTA survey on each parcel of Real Property other than the Artisans Property (the “Surveys”); provided, however, that Sellers shall provide Purchaser with any existing title commitments, title policies, and surveys relating to the Real Property in a Seller’s possession or control. The Title Commitments will evidence a commitment to issue an ALTA title insurance policy insuring good, marketable, and indefeasible fee simple title to each parcel of the Real Property other than the Artisans Property for such amount as Purchaser or its financing sources for the Financing directs and will contain no exceptions except for Permitted Encumbrances, with each of the title company’s standard printed exceptions in Schedule B thereto deleted at Sellers’ expense. Sellers shall reasonably cooperate with Purchaser and its financing sources for the Financing in obtaining such Title Commitments and Surveys (including by providing customary representations and affidavits to the title company). If the Title Commitments or Surveys reveal any Encumbrance on the title, other than Permitted Encumbrances, Purchaser may notify the Stockholder’s Representative in writing of such objectionable matter as promptly as practicable after Purchaser determines that such matter is not a Permitted Encumbrance, and Sellers shall use their commercially reasonable efforts to remove such objectionable matter as required pursuant to the terms of this Agreement.
Title Insurance; Surveys. Buyer shall have received, with respect to each parcel of real property listed on Schedule 1.1(c), a 1992 form ALTA policy of title insurance (collectively, the "TITLE POLICIES") issued by the Title Insurer dated as of the Closing Date in an amount equal to the value of such parcel of real property, as reasonably agreed to by the parties prior to the Closing Date. The Title Policies shall be issued at ordinary rates and shall insure fee simple title to such real property to be vested in the Buyer or its nominee subject only to the Permitted Liens. The Buyer shall have received the Title Commitment and the Survey as provided in Section 4.15 and the obligations of Seller under Section 4.15(c) shall have been satisfied in a manner that does not preclude Buyer from receiving the financing contemplated by Section 3.2(f) on the terms contemplated by the commitment letter of KeyBank, N.A. (it being understood that the Real Property will be mortgaged to secure such financing). Seller shall have resolved in a manner reasonably satisfactory to Buyer the matters referenced in the memorandum dated March 10, 1997 by Patrxxxx X. Xxxxxx xxxcribed in Schedule 1.1 (c) and in the memorandum dated November 15, 1993 by An Bergxxxxx xxxached thereto; and
Title Insurance; Surveys. Sellers shall cooperate with Buyer (provided that Sellers shall not be required to pay any consideration to Buyer or any third party) so that Buyer can obtain, at Buyer’s sole cost and expense:
Title Insurance; Surveys. The following documents, which shall be executed (and, where appropriate, acknowledged) by Persons satisfactory to the Administrative Agent:
Title Insurance; Surveys. Seller shall have provided to Purchaser, at Seller's expense, and in a form satisfactory to Purchaser and its lenders, all of the title commitments, title policies (including endorsements thereto) and surveys with respect to (i) the leased real property on which Seller's cell sites and equipment are situated and (ii) the real property owned by Seller; PROVIDED, HOWEVER, that Seller shall not be obligated to deliver any title commitments, title policies or surveys for the leased property in items 1, 5, 7, 10, 11 and 12 of the Leases Payable and Receivable section of SCHEDULE 2.01(a).
Title Insurance; Surveys. Agent shall have received an ALTA lender's paid policy of title insurance issued by the Title Company, in form and substance satisfactory to Agent, with such endorsements and affirmative coverage as Agent may reasonably request, with such ALTA direct facultative reinsurance agreements (with direct access provisions) as Agent may reasonably request, (i) insuring the Secured Parties for their ratable benefit in an amount not less than $60,000,000, that good and marketable leasehold title to the Project is vested in the Borrower pursuant to the Ground Lease and good and marketable easements in that portion of the Property consisting of easements is vested in the Borrower and that the Mortgage constitutes a valid and enforceable first mortgage lien on the Project subject only to Permitted Liens and (ii) providing full coverage against all mechanics' and materialmen's liens (including any relating to environmental remediation) as well as coverage against survey exceptions (except as specifically approved by Agent). Agent shall also have received a currently dated ALTA/ASCM Class A certified survey of the Project and all easements affecting the Project by a licensed surveyor in the State of New Jersey satisfactory to Agent and the Title Company, certified to the Secured Parties and the Title Company, showing outlines of the Project, location of all improvements, set back lines, encroachments (if any), rights of way, and showing no state of facts unsatisfactory to any of them and showing such details as Agent may reasonably require. The legal descriptions on the survey shall coincide exactly with that on the title insurance policies to be furnished to Agent.
Title Insurance; Surveys. The Collateral Agent on behalf of Purchasers shall have received (i) title policy endorsements to its existing mortgagee policies of title insurance issued by Lawyers Title Insurance Corporation and Sxxxxxx Title Guaranty Company pertaining to the modification of the Original Security Documents. Such endorsements shall be subject only to the same exceptions to title as now are specified in such policies and any additional conditions or exceptions to title as may be acceptable to the Collateral Agent and Purchasers, (ii) mortgagee policies of title insurance insuring a first lien priority covering the Texas Properties not presently covered in the Original Security Documents and the Arkansas Properties, in the amount of the appraised value of the real estate included in the Texas Properties not presently covered in the Original Security Documents and the Arkansas Properties, together with such title endorsements as required by the Collateral Agent and Purchasers, subject only to title exceptions as may be acceptable to the Collateral Agent and Purchasers, and (iii) surveys of each part of the Texas Properties not presently covered in the Original Security Documents and the Arkansas Properties as the Collateral Agent and Purchasers shall approve in accordance with ALTA/CAMS Class A standards and certificates.
